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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
AMERICAN MOBILE SATELLITE CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 02755R 10 3
- --------------------------------------------------------------------------------
(Title of class of securities) (CUSIP number)
JENNIFER A. SMOLKER
HUGHES COMMUNICATIONS SATELLITE SERVICES, INC.
1500 HUGHES WAY
LONG BEACH, CA 90810
(310) 525-5150
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
APRIL 1, 1999
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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NYFS07...:\56\53356\0068\2011\SCH3319L.03B
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 02755R 10 3 13D-Page 2
- -------------------------------------------------------- --------------------------------------
- ---------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS SATELLITE SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. 95-3881942
OF ABOVE PERSON:
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)[_]
(B)[X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) [_] OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.7%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 02755R 10 3 13D-Page 3
- -------------------------------------------------------- --------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: HUGHES COMMUNICATIONS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. _______________
OF ABOVE PERSON:
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) [_] OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: CA
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 6,691,622
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 6,691,622
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,691,622
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.7%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 02755R 10 3 13D-Page 4
- -------------------------------------------------------- --------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: HUGHES ELECTRONICS CORPORATION
FORMERLY KNOWN AS
HUGHES NETWORK SYSTEMS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. ____________
OF ABOVE PERSON:
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) [_] OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 11,566,622
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,566,622
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 11,566,622
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.1%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- -------------------------------------------------------- --------------------------------------
CUSIP No. 02755R 10 3 13D-Page 5
- -------------------------------------------------------- --------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: GENERAL MOTORS CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) [_] OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DE
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 11,566,622
OWNED BY
----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,566,622
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 11,566,622
REPORTING PERSON:
- ---------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.1%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
</TABLE>
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This constitutes Amendment No. 7 to the Schedule 13D (the
"Statement") filed with the Securities and Exchange Commission by Hughes
Communications Satellite Services, Inc., Hughes Communications, Inc., Hughes
Electronics Corporation, formerly known as Hughes Network Systems, Inc. ("HE"),
and General Motors Corporation (collectively, the "Reporting Persons"), with
respect to the Common Stock, $.01 par value (the "Common Stock"), of American
Mobile Satellite Corporation, a Delaware corporation (the "Company"). The
percentage of Common Stock reported in this Amendment as being beneficially
owned by the Reporting Persons is based upon the number of outstanding shares of
Common Stock on March 30, 1999 as identified in the Company's Annual Report on
Form 10-K for the period ended December 31, 1998, and after giving effect to the
number of shares of Common Stock beneficially owned by the Reporting Persons.
Item 4. Purpose of the Transaction
The information in Item 6 is incorporated herein by reference.
Except as described in Item 6 below, the Reporting Persons currently
have no plans or proposals which would result in any of the actions described in
clauses (a) through (j) of Item 4 of Schedule 13D.
6
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As previously described in Amendment No. 6 to the
Statement, HE, Singapore Telecommunications Ltd., Baron Capital Partners, L.P.
(collectively, the "Guarantors"), and the Company entered into a new Guaranty
Issuance Agreement, dated as of March 31, 1998 (the "Guaranty Issuance
Agreement"), pursuant to which, among other things, the Company's $200.0 million
bank facility was severally guaranteed by the Guarantors. In consideration for
the agreement by the Guarantors to enter into the Guaranty Issuance Agreement,
(i) the warrants issued to each of the Guarantors under the original Guaranty
Issuance Agreement (the "Original Warrants") were amended by adjusting the
exercise price and extending the expiration date thereof and (ii) the Company
issued additional warrants (the "Additional Warrants," and collectively with the
Original Warrants, the "Warrants") to each of the Guarantors.
At the request of the Company, the Guarantors have entered into
Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29, 1999
("Amendment No. 2"), pursuant to which certain financial covenants contained in
the Guaranty Issuance Agreement were eliminated. A copy of Amendment No. 2 is
filed as an exhibit hereto and is incorporated herein by reference. On January
15, 1999, the Guarantors and the Company had entered into Amendment No. 1 to
Guaranty Issuance Agreement ("Amendment No.
7
<PAGE>
1") to clarify the language contained in Section 13 thereof. A copy of Amendment
No. 1 is filed as an exhibit hereto and is incorporated herein by reference.
In consideration for the agreement by the Guarantors to enter into
Amendment No. 2, the Warrants were amended, effective April 1, 1999, to reflect
a change in the exercise price of each of the warrants to $7.50 per share,
subject to adjustment as provided therein. To implement the foregoing, each of
(i) Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999 and
(ii) Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999, was
executed concurrently with Amendment No. 2. A copy of each amendment to the
Warrant Certificates is filed as an exhibit hereto and is incorporated herein by
reference.
The Company and the Guarantors are party to an Amended and Restated
Registration Rights Agreement, dated as of March 31, 1998 (the "Registration
Rights Agreement"), pursuant to which HE and the other Guarantors have, among
other rights, piggyback registration rights in connection with certain
registered offerings of Common Stock. On January 29, 1999, the Company filed a
Registration Statement on Form S-3 with the Commission in connection with an
offering of its Common Stock. HE waived its piggyback registration rights with
respect to that Form S-3. In connection therewith, the Company agreed to further
amend the Registration Rights Agreement (i) to extend the
8
<PAGE>
expiration date for exercise of the demand registration rights granted
thereunder to March 31, 2007, (ii) to clarify and confirm that the rights
provided in the Registration Rights Agreement are assignable by the Guarantors
provided that the assignee agrees to become a party to that agreement and (iii)
to provide one additional demand registration right that may be exercised only
by HE or its assignee. A copy of the letter agreement dated March 22, 1999
providing for the amendment of the Registration Rights Agreement is filed as an
exhibit hereto and is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
1. Amendment No. 1 to Guaranty Issuance Agreement, dated as of January 15,
1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc.
2. Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29,
1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc.
3. Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999,
by and among the Company and the Guarantors.
4. Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999,
by and among the Company and the Guarantors.
5. Letter Agreement, dated as of March 22, 1999, by and among the Company
and the Guarantors.
9
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: April 9, 1999
HUGHES COMMUNICATIONS SATELLITE
SERVICES, INC.
By: /s/ Grant J. Beatson
---------------------------------------
Name: Grant J. Beatson
Title: Chief Financial Officer
HUGHES COMMUNICATIONS, INC.
By: /s/ Grant J. Beatson
---------------------------------------
Name: Grant J. Beatson
Title: Chief Financial Officer
HUGHES ELECTRONICS CORPORATION
By: /s/ Mark A. McEachen
---------------------------------------
Name: Mark A. McEachen
Title: Vice President & Treasurer
GENERAL MOTORS CORPORATION
By: /s/ Martin I. Darvick
---------------------------------------
Name: Martin I. Darvick
Title: Assistant Secretary
10
<PAGE>
EXHIBIT INDEX
1. Amendment No. 1 to Guaranty Issuance Agreement, dated as of January 15,
1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc.
2. Amendment No. 2 to Guaranty Issuance Agreement, dated as of March 29,
1999, among the Guarantors, the Company and AMSC Acquisition Company, Inc.
3. Amendment No. 1 to the Warrant Certificates, dated as of April 1, 1999,
by and among the Company and the Guarantors.
4. Amendment No. 3 to the Warrant Certificates, dated as of April 1, 1999,
by and among the Company and the Guarantors.
5. Letter Agreement, dated as of March 22, 1999, by and among the Company
and the Guarantors.
Exhibit 1
AMENDMENT NO. 1 TO GUARANTY ISSUANCE AGREEMENT
AMENDMENT, dated as of January 15, 1999 (this "Amendment"), by and
among HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Hughes"),
SINGAPORE TELECOMMUNICATIONS LTD., a Singapore corporation ("SingTel"), BARON
CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Baron; and Hughes,
SingTel and Baron, collectively, the "Guarantors"), AMERICAN MOBILE SATELLITE
CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC ACQUISITION
COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of AMSC
Parent ("AMSC Acquisition"), to the Guaranty Issuance Agreement dated as of
March 31, 1998 (said Agreement, as the same may be amended, supplemented or
otherwise modified from time to time, being the "Guaranty Issuance Agreement",
and the terms defined therein being used herein as therein defined unless
otherwise defined herein) by and among each of the Guarantors, AMSC Parent and
AMSC Acquisition.
W I T N E S S E T H :
WHEREAS, each of the Guarantors, AMSC Parent and AMSC
Acquisition wish to clarify the application of Section 13 of the Guaranty
Issuance Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto hereby agree as follows:
Section 1. Amendment to the Guaranty Issuance Agreement. The
Guaranty Issuance Agreement is, subject to Section 2 hereof, hereby amended as
follows:
Section 13 thereof is amended by inserting at the end of the
first sentence thereof the following:
"; provided that if such payment results from a drawing under a "Baron
Capital Letter of Credit" (as such term is defined in each of the Credit
Agreements) as contemplated by the last sentence of Section 1(e) of either
Guaranty by Baron during the 90 day period preceding the expiry thereof,
AMSC Acquisition and AMSC Parent shall have no such reimbursement
obligation and Baron shall become a holder of notes and assignee of the
rights and obligations of the Lenders in respect of Tranche C Loans as
contemplated by such Section 1(e) of such Guaranty by Baron."
Section 2. Effectiveness. This Amendment shall become
effective as of the date first set forth above upon the execution of a
counterpart hereof by each of the Guarantors, AMSC Parent and AMSC Acquisition.
Section 3. Miscellaneous.
(a) Upon the effectiveness of this Amendment, each reference
in the Guaranty Issuance Agreement to "this Agreement," "hereunder," "herein,"
or words of like import shall mean and be a reference to the Guaranty Issuance
Agreement as amended hereby.
<PAGE>
(b) Except as specifically amended or waived hereby, the
Guaranty Issuance Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy which AMSC Parent, AMSC Acquisition or any Guarantor
hereto may have under the Guaranty Issuance Agreement.
(d) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
(e) Each of AMSC Parent and AMSC Acquisition jointly and
severally agrees that it will, upon demand, pay to each Guarantor the amount of
any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of such Guarantor's counsel and of any experts and agents,
which such Guarantor may incur in connection with the negotiation, preparation
or administration of this Amendment.
(f) THIS AMENDMENT SHALL BE GOVERNED BY AND CON STRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
AMSC ACQUISITION COMPANY, INC. SINGAPORE TELECOMMUNICATIONS
LTD.
By: /s/Randy Segal By: /s/Ho Siaw Hong
Name: Randy Segal Name: Ho Siaw Hong
Title: Vice President Title: Assistant Vice President
(Satellite Services)
AMERICAN MOBILE SATELLITE BARON CAPITAL PARTNERS, L.P.,
CORPORATION a Delaware limited partnership
By: /s/Randy Segal By: Baron Capital Management, Inc.,
Name: Randy Segal a general partner
Title: Vice President
By: /s/Morty Schaja
Name: Morty Schaja
Title: Chief Operating Officer
HUGHES ELECTRONICS
CORPORATION
By: /s/Mark A. McEachen
Name: Mark A. McEachen
Title: Corporate Vice President, Treasurer
Exhibit 2
AMENDMENT NO. 2 TO
GUARANTY ISSUANCE AGREEMENT
AMENDMENT, dated as of March 29, 1999 (this "Amendment"), by
and among HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Hughes"),
SINGAPORE TELECOMMUNICATIONS LTD., a Singapore corporation ("SingTel"), BARON
CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Baron", and
collectively with Hughes and SingTel, the "Guarantors"), AMERICAN MOBILE
SATELLITE CORPORATION, a Delaware corporation ("AMSC Parent"), and AMSC
ACQUISITION COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary
of AMSC Parent ("AMSC Acquisition"), to the Guaranty Issuance Agreement dated as
of March 31, 1998 (said Agreement, as the same may be amended, supplemented or
otherwise modified from time to time, being the "Guaranty Issuance Agreement",
and the terms defined therein being used herein as therein defined unless
otherwise defined herein), by and among each of the Guarantors, AMSC Parent and
AMSC Acquisition.
W I T N E S S E T H :
WHEREAS, AMSC Parent and AMSC Acquisition wish to eliminate
the financial covenants contained in the Guaranty Issuance Agreement and the
Guarantors are willing to accept the elimination of such covenants, subject to
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto hereby agree as follows:
SECTION 1. CONSIDERATION FOR AMENDMENT. As consideration for
the execution of this Amendment, the warrants issued to each of the Guarantors
in connection with the Guaranties will be amended, effective April 1, 1999, to
reflect a change in the exercise price of each of the warrants to $7.50 per
share, subject to adjustment as provided therein. To implement the foregoing,
each of (i) Amendment No. 1 to the New Warrants, in the form annexed hereto as
Exhibit A, and (ii) Amendment No. 3 to the Amended Warrants, in the form annexed
hereto as Exhibit B, have been executed by the parties hereto.
SECTION 2. AMENDMENTS TO SECTION 3 OF THE GUARANTY ISSUANCE
AGREEMENT. Section 3 of the Guaranty Issuance Agreement is hereby amended as
follows:
(a) Amendment to Section 3(a). Section 3(a) thereof is amended
by deleting it in its entirety and substituting in lieu thereof the phrase
"[Intentionally omitted.]".
(b) Amendment to Section 3(b). Section 3(b) thereof is amended
by deleting the phrase ", Section 3(a)" from Section 3(b)(2).
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<PAGE>
(c) Amendment to Section 5. Section 5 thereof is amended by
deleting all of the text therein (including the second sentence thereof) after
the phrase "signed by such party" and substituting in lieu thereof a period.
(d) Amendment to Section 6. Section 6 thereof is amended by
(i) deleting the phrase "Sections 3 or 5" in the first sentence thereof and
substituting in lieu thereof the phrase "Section 3", and (ii) deleting the
phrase "except as otherwise specifically provided in Section 5 hereof with
respect to certain waivers by Requisite Guarantors," in the second sentence
thereof.
SECTION 3. EFFECTIVENESS. This Amendment shall become
effective as of the date first set forth above upon the execution of a
counterpart hereof by each of the Guarantors, AMSC Parent and AMSC Acquisition.
SECTION 4. MISCELLANEOUS.
(a) Upon the effectiveness of this Amendment, each reference
in the Guaranty Issuance Agreement to "this Agreement," "hereunder," "herein,"
or words of like import shall mean and be a reference to the Guaranty Issuance
Agreement as amended hereby.
(b) Except as specifically amended or waived hereby, the
Guaranty Issuance Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy which AMSC Parent, AMSC Acquisition or any Guarantor
hereto may have under the Guaranty Issuance Agreement.
(d) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered, shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
(e) Each of AMSC Parent and AMSC Acquisition acknowledges its
joint and several obligation, under Section 4 of the Guaranty Issuance
Agreement, to pay, upon demand, to each Guarantor the amount of any and all
reasonable expenses, including, without limitation, the reasonable fees and
expenses of such Guarantor's counsel and of any experts and agents, which such
Guarantor has incurred or may incur in connection with the negotiation,
preparation or administration of this Amendment.
(F) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
AMSC ACQUISITION COMPANY, INC.
By: /s/ Randy Segal
------------------------------------------
Name: Randy Segal
Title: Senior Vice President
AMERICAN MOBILE SATELLITE CORPORATION
By: /s/ Randy Segal
------------------------------------------
Name: Randy Segal
Title: Senior Vice President
HUGHES ELECTRONICS CORPORATION
By: /s/ Mark A. McEachen
------------------------------------------
Name: Mark A. McEachen
Title: Corporate Vice President &
Treasurer
SINGAPORE TELECOMMUNICATIONS LTD.
By: /s/ Hoh Wing Chee
------------------------------------------
Name: Hoh Wing Chee
Title: CEO (International Network)
BARON CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: Baron Capital Management, Inc.,
a General Partner
By: /s/ Ronald Baron
------------------------------------------
Name: Ronald Baron
Title: Chief Executive Officer & Chairman
3
Exhibit 3
AMENDMENT NO. 1
TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION
AMENDMENT, dated as of April 1, 1999, to each of those Warrant
Certificates dated as of March 31, 1998 (the "Warrants" and capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Warrants), issued by American Mobile Satellite Corporation (the
"Company") to each of Hughes Electronics Corporation, Singapore
Telecommunications Ltd. and Baron Capital Partners, L.P. (collectively, the
"Holders").
W I T N E S S E T H:
WHEREAS, the Company previously issued to the Holders Warrants
that represented in the aggregate the right to purchase 1,000,000 shares of
Common Stock at an Exercise Price of $12.51 per share;
WHEREAS, the Company, the Holders and AMSC Acquisition
Company, Inc. have entered into Amendment No. 2 to Guaranty Issuance Agreement
dated as of March 29, 1999 related to the elimination of certain financial
covenants contained in the Guaranty Issuance Agreement ("Amendment No. 2 to
Guaranty Issuance Agreement"); and
WHEREAS, as contemplated by Amendment No. 2 to Guaranty
Issuance Agreement, the parties hereto desire to amend certain terms of the
Warrants.
NOW, THEREFORE, the undersigned parties hereto agree as
follows:
SECTION 1. Amendment.
Section 1 of each of the Warrants is hereby amended
by modifying the definition of "Exercise Price" to read in its
entirety as follows:
"Exercise Price" means initially $7.50 per
Warrant Share, as adjusted from time to time.
SECTION 2. Reaffirmance. Except as expressly amended hereby,
the terms of the Warrants remain unchanged and the Warrants, as amended hereby,
are in full force and effect.
SECTION 3. Issuance of Replacement Warrant. Upon the request
of any Holder, the Company promptly shall issue a new Warrant, incorporating the
amendments effected hereby to replace the presently outstanding Warrant held by
such Holder.
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<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has executed
this Amendment No. 1 by its duly authorized officer as of the day and year first
set forth above.
AMERICAN MOBILE SATELLITE CORPORATION SINGAPORE TELECOMMUNICATIONS LTD.
By: /s/ Randy Segal By: /s/ Hoh Wing Chee
--------------------------------- -------------------------------
Name: Randy Segal Name: Hoh Wing Chee
Title: Senior Vice President Title: CEO
(International Ntework)
BARON CAPITAL PARTNERS, L.P., HUGHES ELECTRONICS CORPORATION
a Delaware limited partnership
By: /s/ Mark A. McEachen
-------------------------------
By: Baron Capital Management, Inc., Name: Mark A. McEachen
a General Partner Title: Corporate Vice President
& Treasurer
By : /s/ Ronald Baron
--------------------------------
Name: Ronald Baron
Title: Chief Executive Officer &
Chairman
2
Exhibit 4
AMENDMENT NO. 3
TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF AMERICAN MOBILE SATELLITE CORPORATION
AMENDMENT, dated as of April 1, 1999, to each of those Warrant
Certificates dated as of June 28, 1996 (the "Warrants" and capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Warrants), issued by American Mobile Satellite Corporation (the
"Company") to each of Hughes Electronics Corporation, Singapore
Telecommunications Ltd. and Baron Capital Partners, L.P. (collectively, the
"Holders").
W I T N E S S E T H:
WHEREAS, the Company previously issued to the Holders Warrants
that represented in the aggregate the right to purchase 5,000,000 shares of
Common Stock at an Exercise Price of $24.00 per share;
WHEREAS, the Company and the Holders previously agreed to
Amendment No.1 to the Warrants dated as of March 27, 1997 ("Amendment No. 1"),
which amended the Warrants so that they represented in the aggregate the right
to purchase 5,500,000 shares of common stock at an Exercise Price of $13 per
share;
WHEREAS, the Company and the Holders previously agreed to
Amendment No. 2 to the Warrants dated as of March 31, 1998 ("Amendment No. 2"),
which, inter alia, amended the Exercise Price to be $12.51 per share;
WHEREAS, the Company, the Holders and AMSC Acquisition
Company, Inc. have entered into Amendment No. 2 to Guaranty Issuance Agreement
dated as of March 29, 1999 related to the elimination of certain financial
covenants contained in the Guaranty Issuance Agreement ("Amendment No. 2 to
Guaranty Issuance Agreement"); and
WHEREAS, as contemplated by Amendment No. 2 to Guaranty
Issuance Agreement, the parties hereto desire to amend certain terms of the
Warrants.
NOW, THEREFORE, the undersigned parties hereto agree as
follows:
SECTION 1. Amendment.
Section 1 of each of the Warrants is hereby amended
by modifying the definition of "Exercise Price" to read in its
entirety as follows:
"Exercise Price" means initially $7.50 per
Warrant Share, as adjusted from time to time.
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<PAGE>
SECTION 2. Reaffirmance. Except as expressly amended hereby,
the terms of the Warrants remain unchanged and the Warrants, as previously
amended and as amended hereby, are in full force and effect.
SECTION 3. Issuance of Replacement Warrant. Upon the request
of any Holder, the Company promptly shall issue a new Warrant, incorporating the
amendments effected hereby and the amendments effected by Amendment No. 1 and
Amendment No. 2, to replace the presently outstanding Warrant held by such
Holder.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Amendment No. 3 by its duly authorized officer as of the day and year first
set forth above.
AMERICAN MOBILE SATELLITE CORPORATION SINGAPORE TELECOMMUNICATIONS LTD.
By: /s/ Randy Segal By: /s/ Hoh Wing Chee
--------------------------------- -------------------------------
Name: Randy Segal Name: Hoh Wing Chee
Title: Senior Vice President Title: CEO
(International Ntework)
BARON CAPITAL PARTNERS, L.P., HUGHES ELECTRONICS CORPORATION
a Delaware limited partnership
By: /s/ Mark A. McEachen
-------------------------------
By: Baron Capital Management, Inc., Name: Mark A. McEachen
a General Partner Title: Corporate Vice President
& Treasurer
By : /s/ Ronald Baron
--------------------------------
Name: Ronald Baron
Title: Chief Executive Officer &
Chairman
2
Exhibit 5
March 22, 1999
Mr. Brian R. Winikoff
Hughes Electronics Corporation
200 North Sepulveda Boulevard
P. O. Box 956
MSA 148
El Segundo, CA 90245-0956
Dear Brian:
Reference is made to the Amended and Restated Registration Rights Agreement
dated as of March 31, 1998 (the "Registration Rights Agreement") among American
Mobile Satellite Corporation ("American Mobile"), Hughes Electronics Corporation
("Hughes"), Singapore Telecommunications Ltd. ("SingTel") and Baron Capital
Partners, L.P. (collectively, the "Guarantors"). Capitalized terms used herein
without definition shall have the respective meanings set forth in the
Registration Rights Agreement.
In consideration of Hughes' agreement with American Mobile not to exercise its
rights to "piggyback" on the Registration Statement on Form S-3 anticipated to
become effective March 31, 1999, American Mobile agrees with Hughes to amend the
Registration Rights Agreement as follows:
1. To extend the expiration date for exercise of the demand registration
rights in Section 2.1(a) by two years, i.e. from March 31, 2005 to
March 31, 2007.
2. To clarify and confirm that the rights provided in the Registration
Rights Agreement are assignable by the Guarantors provided such
assignee agrees to become a party to the Registration Rights
Agreement.
3. To provide for one additional Demand Registration that may be
exercised only by Hughes or its assignee. This additional Demand
Registration Right may be exercised only after the two Demand
Registration Rights presently contemplated under the Registration
Rights Agreement has been exercised or if the Guarantors other than
Hughes (or assignees thereof) no longer own any Registrable
Securities. If this additional demand registration right is exercised,
the Guarantors other than Hughes (or assignees thereof) will have
piggyback registration rights for any
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<PAGE>
Registrable Securities they own in accordance with Section 2.2 of the
Registration Rights Agreement.
Very truly yours,
AMERICAN MOBILE SATELLITE CORPORATION
/s/ Randy S. Segal
- ------------------------------------------
By: Randy S. Segal
Title: Senior Vice President
Acknowledged and Agreed as of this 22nd day of March, 1999
SINGAPORE TELECOMMUNICATIONS, LTD.
/s/ Hong Wing Chee
- ------------------------------------------
By: Hoh Wing Chee
Title: CEO (International Network)
BARON CAPITAL PARTNERS, L.P.
By: Baron Capital Management, Inc.,
a General Partner
/s/ Morty Schaja
- ------------------------------------------
By: Morty Schaja
Title: Senior Vice President and
Chief Operating Officer
